CITI DISCRETIONARY INCENTIVE AND RETENTION AWARD PLAN
Amended and Restated Effective as of January 1, 2012
The purpose of the Plan is to reward and retain Eligible Employees through discretionary incentive and/or retention awards
under the terms and conditions described in the Plan. Awards under the Plan may be contingent upon the Company’s
performance, an Eligible Employee’s sector or business unit performance, an Eligible Employee’s individual performance, or any
combination of the foregoing.
This Plan document amends and restates the Plan, and is effective as of January 1, 2012.
As used herein, the following terms have the meanings set forth below.
“ Award ” means, as to any Fiscal Year or any other period determined by the Committee or the management of the
Company, a discretionary incentive and/or retention award granted to an Eligible Employee in the form of a Cash Bonus, a CAP
Award, a DCAP Award, an Equity Award, or any other form of discretionary incentive or retention award made under the terms
of the Plan.
“ Award Date ” means the date on which an Award is made.
“ CAP ” means the Capital Accumulation Program, as it may be in effect from time to time.
“ CAP Award ” means an award of deferred stock or restricted stock made pursuant to CAP.
“ Cash Bonus ” means any component of an Award that is payable to a Participant in currency and not in shares of
Company common stock or derivatives thereof, and that is not subject to deferral.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ” means the Personnel and Compensation Committee of the Board of Directors of Citigroup Inc. and any
person to whom it has delegated its authority, including but not limited to the Plan Administrator.
“ Company ” means Citigroup Inc. and its Subsidiaries.
“ DCAP ” means the Deferred Cash Award Plan, as amended from time to time.
“ DCAP Award ” means an award made pursuant to DCAP.
“ Eligible Employee ” means any employee who (a) is eligible to receive a discretionary incentive and/or retention award
package under the Company’s personnel policies as they may be amended from time to time and as in effect on the applicable
Award Date, and (b) is actively employed by the Company on the Award Date.
“ Equity Award ” means any form of award granted pursuant to the SIP which is not a CAP Award.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
“ Fiscal Year ” means the accounting fiscal year of the Company.
“ Gross Misconduct ” means, unless the terms of an Award specifically provide otherwise, any conduct that is determined
by the Committee, in its sole discretion, (a) to be in competition with the Company’s business operations, (b) to be in breach of
any obligation that Participant owes to the Company or Participant’s duty of loyalty to the Company, (c) to be materially
injurious to the Company, or (d) to otherwise constitute gross misconduct.
“ Participant ” means an Eligible Employee who has received an Award under the Plan.
“ Plan ” means the Citi Discretionary Incentive and Retention Award Plan, as it may be amended from time to time.
“ Plan Administrator ” means the Senior Human Resources Officer of Citigroup Inc. or his or her delegates. Any such
delegation need not be in writing.
“ Program ” means CAP, DCAP, or any other discretionary incentive or retention award program administered by the
Company pursuant to the Plan.
“ SIP ” means the Citigroup 2009 Stock Incentive Plan, as it may be amended from time to time, and any successor thereto.
“ Sub Plans ” shall have the meaning ascribed thereto Section 4.03.
“ Subsidiary ” shall have the meaning set forth in the SIP.
“ Vesting Conditions ” means any term, condition or restriction described in the award documents applicable to an Award
that a Participant must satisfy in order to receive a payment, distribution or otherwise realize monetary value from an Award.
Section 2.01 Awards . For each Fiscal Year or other period determined under the terms of an Award, the Committee and/or
management of the Company is authorized, consistent with the terms of the Plan, to grant Awards to Eligible Employees and to
determine the amount of and the terms (including any Vesting Conditions) of the Awards granted to Eligible Employees in
respect of such Fiscal Year. The terms of the Awards shall be set forth in Award agreements, prospectuses, or such other
documents specifically designated by the Company as setting forth the terms of the Awards. The value of each Eligible
Employee’s Award will depend upon performance factors which may include the Company’s performance, his or her division’s
performance and his or her individual performance, including an assessment of risk management practices and/or use of risk
capital. The decision whether to grant an Award and how much to grant is at the sole discretion of Company management, or
where applicable, the Committee. The Committee’s governance approval authorities shall govern which Awards are expressly
subject to Committee approval or review and which may be made at the sole discretion of Company management.
Section 2.02 Clawbacks .
(a) The terms of any Award granted pursuant to the Plan may provide that such Award may or shall be canceled, forfeited,
or subject to recovery by the Company, whether or not the Award has been vested, distributed, or paid, if the Committee, in its
sole discretion, determines that (i) Participant received the Award based on materially inaccurate audited publicly reported
financial statements, (ii) Participant knowingly engaged in providing materially inaccurate information relating to audited
publicly reported financial statements, (iii) Participant materially violated any risk limits established or revised by senior
management and/or risk management, or (iv) Participant has engaged in Gross Misconduct.
(b) The Committee may determine that, with respect to an Award that is subject to any legal, regulatory or governmental
requirement, direction, supervisory comment, guidance or promulgation that so requires or where any Award Agreement that so
provides, if (i) there is reasonable evidence that a Participant engaged in misconduct or committed material error, in either case
in connection with his or her employment, or (ii) the Company or such Participant’s business unit has suffered a material
downturn in its financial performance or a material failure of risk management, the Committee in its sole discretion may determine
that such Participant shall not be entitled to any unpaid amount under the Plan or that any such amount shall be reduced.
(c) The terms of any Award granted pursuant to the Plan may provide that other specified clawback, cancellation, recovery,
forfeiture provisions or performance-based Vesting Conditions may apply.
Section 3.01 Taxes and Withholding . As a condition to any payment or distribution of any Award made pursuant to the
Plan, the Company may, in its discretion, require a Participant to pay such sum to the Company as may be necessary to
discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the
United States or any other jurisdiction, imposed on the Participant on account of his or her participation in the Plan. In the
discretion of the Company, the Company may deduct or withhold such sum from any payment or distribution to the Participant,
whether pursuant to the Plan or otherwise. In addition, the Company may require a Participant to pay the Company an amount
necessary to discharge Company obligations with respect to any payroll taxes that may be owed on the Participant’s Account
Balance that are no longer subject to a substantial risk of forfeiture.
Section 3.02 Currency and Foreign Exchange Rates . All Cash Bonuses or other cash payments made pursuant to the Plan
will be made in cash in U.S. dollars to Participants who are employed or reside within the United States at the time such
payments are made. With respect to Participants who are employed or reside outside the United States, unless the Company
determines otherwise, all Cash Bonuses or other cash payments made pursuant to the Plan will be made in cash in the local
currency of the country in which the Participant is employed or resides at the time such payments are made and such payments
shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the
Company. However, if a Participant works in more than one country between an Award Date and a payment date, the Participant
may receive proportionate distribution payments in the local currency of each work country, at exchange rates determined by
the Committee in its sole discretion.
Section 3.03 Nontransferability . Except as may be provided for in award documents applicable to Awards granted pursuant
to a Program, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable
or distributable under this Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment during the Participant’s lifetime, including but not limited to, in connection with a divorce, legal separation, or
Section 3.04 Plan Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator or his
or her delegates shall have discretionary authority to interpret the Plan, to make all legal and factual determinations, and to
determine all questions arising in the administration of the Plan, including, without limitation, the reconciliation of any
inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. The
Committee or the Plan Administrator may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding
Awards, and waive any conditions or restrictions imposed with respect to Awards, subject to the limitations contained herein.
Each interpretation, determination or other action made or taken pursuant to the Plan by the Plan Administrator shall be final
and binding on all persons, subject to the provisions of Section 5.10 hereof concerning arbitration. To the extent permitted by
applicable law, the Committee or the Plan Administrator may at any time delegate to one or more employees of the Company
some or all of its authority over the administration of the Plan. Such delegation need not be in writing.
Section 3.05 Policies . Company management may adopt written or unwritten policies from time to time that govern Plan
AMENDMENT AND TERMINATION
Section 4.01 Right to Amend or Terminate the Plan . The Committee may, in its sole discretion, modify, amend, terminate or
suspend the Plan or any Award at any time, which modification, amendment, termination or suspension shall not require the
consent of the affected Participants and which may be made irrespective of whether it could result in adverse tax consequences
to any Participant; provided that with respect to a Participant who is a U.S. taxpayer the Committee shall not modify or amend
such Participant’s Award in a manner that would give rise to adverse tax consequences under Section 409A or Section 457A of
the Code unless such modification or amendment is undertaken in accordance with Section 5.09.
Section 4.02 Action Following Termination of the Plan . Upon termination of the Plan, the Committee or the Plan
Administrator may take such action with respect to each Award as it reasonably determines is necessary or desirable. No
termination of the Plan will give rise to a claim by any Participant of constructive termination of employment.
Section 4.03 Sub Plans . The Company may, in its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan,
which shall provide for participation in the Plan by Eligible Employees employed outside of the United States. Each Sub Plan
shall comply with local laws applicable to incentive or retention plans.
Section 5.01 Unfunded Status of the Plan . The Plan is unfunded. Any Award made pursuant to the Plan shall represent at
all times an unfunded and unsecured contractual obligation of the Company. Each Participant and each of his or her
beneficiaries will be unsecured creditors of the Company with respect to all obligations owed to any of them under the Plan.
Amounts payable or distributable under the Plan will be satisfied solely out of the general assets of the Company subject to the
claims of its creditors. A Participant and his or her beneficiaries will not have any interest in any fund or in any specific asset of
the Company of any kind by reason of any return credited to him or her hereunder, nor shall the Participant or any of his or her
beneficiaries or any other person have any right to receive any payment or distribution under the Plan except as, and to the
extent, expressly provided pursuant to applicable Award documents. The Company will not segregate any funds or assets to
provide for the distribution in respect of an Award or issue any notes or security for the payment thereof. Any reserve or other
asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall
not serve in any way as security to any Participant or any beneficiary of a Participant for the performance of the Company under
Section 5.02 ERISA Status of the Plan . The Plan is a discretionary incentive and retention award plan and is not intended
to be subject to ERISA, and it shall be operated and interpreted consistent with such intent. A Program may be subject to
ERISA if the express terms of the Program so provide.
Section 5.03 No Right to Continued Employment . Neither the Plan nor any action taken or omitted to be taken pursuant to
or in connection with the Plan shall be deemed to (a) create or confer on a Participant any right to be retained in the employ of
the Company, (b) interfere with or limit in any way the Company’s right to terminate the employment of a Participant at any time
or (c) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year. In
addition, an Eligible Employee’s eligibility for an Award for a given Fiscal Year shall not be deemed to create or confer on the
Participant any right to an Award, or any benefit or payment in any similar plan or program that may be established by the
Company, in respect of any future Fiscal Year.
Section 5.04 Offset Rights . Notwithstanding any provisions of the Plan to the contrary, to the extent consistent with the
requirements of Section 409A of the Code, the Company may offset against any payments or distributions that would have
otherwise been made to a Participant under the Plan by (a) any amounts which such Participant may owe to the Company, or (b)
any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or
lawsuit of which such Participant was the subject.
Section 5.05 Governing Documents. Notwithstanding any provision of this Plan to the contrary, if an Award is granted
pursuant to the terms of a Program, the Award documents under the Program shall control in the event of any conflict between
the terms of the Plan and the applicable Award documents under the Program.
Section 5.06 Successors . The obligations of the Company under this Plan shall be binding upon the successors of the
Section 5.07 Governing Law . The Plan shall be subject to and construed in accordance with the laws of the State of New
York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Plan to
the substantive law of another jurisdiction.
Section 5.08 Construction . The headings in this Plan have been inserted for convenience of reference only and are to be
ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include
Section 5.09 Regulatory Compliance . The Committee may modify the provisions of an Award, a Program, and/or the Plan to
the extent required or permitted under any applicable law, regulation, rule, regulatory guidance or legal authority or any policy
implemented at any time by the Company in its discretion to (a) comply with any legal, regulatory or governmental requirements,
directions, supervisory comments, guidance or promulgations specifically including but not limited to guidance on
remuneration practices or sound incentive compensation practices promulgated by any U.S. or non-U.S. governmental or
regulatory agency or authority, (b) comply with the listing requirements of any stock exchange on which the Company’s
common stock is traded or (c) comply with or enable the Company to qualify for any government loan, subsidy, investment or
Section 5.10 Arbitration. Any disputes related to the Plan or an Award shall be resolved by arbitration in accordance with
the Company’s arbitration policies. In the absence of an effective arbitration policy, any dispute in any way related to or arising
out of the Plan or an Award shall be submitted to arbitration in accordance with the rules of the American Arbitration